TITLE VIIICORPORATE
BOOKS
AND RECORDS
Sec. 74. Books
to be kept; stock transfer agent. - Every corporation
shall
keep and carefully preserve at its principal office a record of all
business
transactions and minutes of all meetings of stockholders or members, or
of the board of directors or trustees, in which shall be set forth in
detail
the time and place of holding the meeting, how authorized, the notice
given,
whether the meeting was regular or special, if special its object,
those
present and absent, and every act done or ordered done at the meeting.
Upon the demand of any director, trustee, stockholder or member, the
time
when any director, trustee, stockholder or member entered or left the
meeting
must be noted in the minutes; and on a similar demand, the yeas and
nays
must be taken on any motion or proposition, and a record thereof
carefully
made. The protest of any director, trustee, stockholder or member on
any
action or proposed action must be recorded in full on his demand.
The records
of all business transactions of
the corporation and the minutes of any meetings shall be open to
inspection
by any director, trustee, stockholder or member of the corporation at
reasonable
hours on business days and he may demand, writing, for a copy of
excerpts
from said records or minutes, at his expense.
Any officer
or agent of the corporation who
shall refuse to allow any director, trustees, stockholder or member of
the corporation to examine and copy excerpts from its records or
minutes,
in accordance with the provisions of this Code, shall be liable to such
director, trustee, stockholder or member for damages, and in addition,
shall be guilty of an offense which shall be punishable under Section
144
of this Code: Provided, That if such refusal is made pursuant to a
resolution
or order of the board of directors or trustees, the liability under
this
section for such action shall be imposed upon the directors or trustees
who voted for such refusal: and Provided, further, That it shall be a
defense
to any action under this section that the person demanding to examine
and
copy excerpts from the corporation's records and minutes has improperly
used any information secured through any prior examination of the
records
or minutes of such corporation or of any other corporation, or was not
acting in good faith or for a legitimate purpose in making his demand.
Stock
corporations must also keep a book to
be known as the "stock and transfer book", in which must be kept a
record
of all stocks in the names of the stockholders alphabetically arranged;
the installments paid and unpaid on all stock for which subscription
has
been made, and the date of payment of any installment; a statement of
every
alienation, sale or transfer of stock made, the date thereof, and by
and
to whom made; and such other entries as the by-laws may prescribe. The
stock and transfer book shall be kept in the principal office of the
corporation
or in the office of its stock transfer agent and shall be open for
inspection
by any director or stockholder of the corporation at reasonable hours
on
business days.
No stock
transfer agent or one engaged principally
in the business of registering transfers of stocks in behalf of a stock
corporation shall be allowed to operate in the Philippines unless he
secures
a license from the Securities and Exchange Commission and pays a fee as
may be fixed by the Commission, which shall be renewable annually:
Provided,
That a stock corporation is not precluded from performing or making
transfer
of its own stocks, in which case all the rules and regulations imposed
on stock transfer agents, except the payment of a license fee herein
provided,
shall be applicable. (51a and 32a; B. P. No. 268.)
Sec. 75. Right
to financial statements. - Within ten (10) days from
receipt
of a written request of any stockholder or member, the corporation
shall
furnish to him its most recent financial statement, which shall include
a balance sheet as of the end of the last taxable year and a profit or
loss statement for said taxable year, showing in reasonable detail its
assets and liabilities and the result of its operations.
At the
regular meeting of stockholders or
members, the board of directors or trustees shall present to such
stockholders
or members a financial report of the operations of the corporation for
the preceding year, which shall include financial statements, duly
signed
and certified by an independent certified public accountant.
However, if
the paid-up capital of the corporation
is less than P50,000.00, the financial statements may be certified
under
oath by the treasurer or any responsible officer of the corporation. (n)
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